Client Services Agreement

1. Parties and acceptance

This Client Services Agreement (the "Agreement") governs services supplied by Okah Systems ("Provider", "we", "us") to the individual or legal entity identified in the checkout or signed statement of work ("Client", "you"). A signed statement of work may identify Provider's contracting legal entity more specifically.

By affirmatively selecting the acceptance checkbox and completing checkout, you acknowledge that you have read and agree to this Agreement, authorize the specified payment, and represent that you have authority to bind the Client. Electronic acceptance constitutes your signature. We record the accepted Agreement version and acceptance time with the transaction. No payment authorizes charges beyond the amount expressly disclosed and accepted.

2. Scope and order of precedence

This Agreement applies to the Legacy App & Website Modernization & Tune-Up ($350), the Engineering Kickoff Deposit ($2,000), Architecture Audit ($4,500), Core Engine Build ($18,000), and Custom Enterprise engagements. Enterprise inquiries do not authorize a charge or create an obligation to perform services; enterprise pricing and scope require an accepted written quote or statement of work ("SOW").

Only the purchased service description at checkout and any mutually accepted SOW define the included scope. Marketing statements, examples, discussions, and preliminary estimates are not additional deliverables or guarantees. An SOW expressly overriding a provision takes precedence for that engagement; otherwise this Agreement controls, followed by the purchased service description.

Additional integrations, revisions outside the agreed scope, production operations, ongoing support, and third party costs are excluded unless expressly included. Scope changes require written agreement on the additional fees and schedule before we are obligated to perform them.

3. Payment authorization and consent

You expressly authorize Provider, through Stripe, to charge the payment method you submit for the service, amount, currency, and any taxes displayed at checkout. You represent that you are the authorized cardholder or have the cardholder's permission. The authorization is for that transaction only; additional charges require separate authorization.

Fees are payable in full at checkout unless an accepted SOW specifies milestones. Prices are in US dollars. Any applicable taxes collected at checkout are disclosed before authorization. Client is responsible for applicable taxes on the services other than taxes on Provider's net income. We may withhold commencement or delivery until payment clears and suspend affected services if payment is reversed or overdue, subject to applicable law.

For a billing concern, contact okahsystem@okahsystems.com promptly with the transaction details. Where practicable, allow us 10 business days to investigate before initiating a dispute. We may submit the accepted Agreement, payment authorization, communications, and evidence of performance to the payment processor to respond to a dispute. Nothing in this Agreement waives statutory refund rights, card network rights, or the right to dispute an unauthorized or incorrectly processed charge.

4. Deposits, scheduling and refunds

The Engineering Kickoff Deposit reserves engineering capacity and is credited in full toward your first invoice for a subsequent engagement. Payment confirms a reservation request; the specific kickoff time and delivery schedule are subject to written confirmation and Client's completion of required intake and access arrangements.

You may request cancellation in writing within 3 business days after payment and receive a full refund if work has not started. Work includes engagement-specific discovery, preparation, analysis, design, or implementation, not merely payment processing. After work starts or the kickoff call takes place, fees are nonrefundable except as required by law or expressly provided in this Agreement or an SOW.

If we cannot begin the purchased service within 30 days after payment for reasons within our control, you may request a full refund. Client delays, missing access, and mutually agreed postponements are not delays within our control. Any refund is returned through the original payment method, subject to payment processor processing times.

A kickoff call may be rescheduled without charge with at least 24 hours' written notice. Failure to attend or supply required access may delay the engagement; it does not create an automatic refund entitlement. No cancellation provision permits Provider to retain amounts that applicable law requires to be refunded.

4A. Legacy App & Website Modernization & Tune-Up

The Tune-Up is a fixed-fee, limited-scope service covering one application or website: an outdated dependency and framework review, identification of critical security vulnerabilities with patch recommendations, a hands-on baseline tune-up of configuration files, package manifests and build scripts, and a written prioritized modernization roadmap. Work is time-boxed and does not include feature development, redesign, data migration, framework rewrites, or remediation beyond the baseline tune-up.

Client must supply repository or codebase access within 10 business days after payment. The Tune-Up is refundable on written request only before repository access is used to begin the review; thereafter the fee is nonrefundable except as required by law. Remediation identified in the roadmap may be quoted separately.

5. Client responsibilities

Client will designate an authorized decision maker and provide timely, accurate requirements, approvals, documentation, appropriately restricted credentials, and access to necessary personnel and test environments. We may rely on information supplied by Client without independently verifying it. Client delays extend affected schedules and may require a separately approved scope adjustment.

Client is responsible for its business decisions, regulatory obligations, customer communications, lawful collection practices, third party permissions, and the security and operation of its production systems. Client must maintain current backups and approve deployment and testing procedures. Do not provide live cardholder data or sensitive personal information unless an appropriate written data processing and security arrangement has been agreed.

6. Delivery, review and acceptance

Unless expressly identified as binding in an SOW, delivery dates are good faith estimates dependent on scope, access, approvals, and third party availability. Client will review deliverables promptly and, within 10 business days of delivery, identify in writing any material failure to meet the agreed scope with sufficient detail to reproduce or assess it.

We will have a reasonable opportunity to correct a substantiated scope nonconformity. Subject to mandatory legal rights, deliverables are accepted when Client confirms acceptance, uses them in production, or the review period expires without a documented material nonconformity. A timely reported nonconformity remains subject to correction and is not deemed accepted by expiry alone. New preferences or additional functionality are scope changes, not defects.

7. Intellectual property

Upon full payment of all fees due for the relevant deliverables, Provider assigns to Client its rights in the custom reports, architecture documents, and code created specifically for Client under the agreed scope, excluding Provider Materials and third party materials. Until full payment, Client may use delivered materials only for internal evaluation unless we agree otherwise in writing.

Provider retains all rights in pre-existing and independently developed tools, reusable components, libraries, templates, methods, and general know-how ("Provider Materials"). Upon full payment, Client receives a perpetual, worldwide, nonexclusive licence to use, reproduce, and modify Provider Materials incorporated into the deliverables as necessary to use those deliverables, including through its contractors. This licence does not permit separate resale of Provider Materials. Third party and open source materials remain governed by their respective licences.

Client retains ownership of its supplied materials and grants us a limited licence to use them solely to perform the engagement. We may reuse general skills and knowledge, but not disclose Client confidential information or reuse Client-owned custom deliverables in violation of this Agreement.

8. Confidentiality and data protection

Each party will protect the other's nonpublic business, technical, and personal information with reasonable care, use it only for the engagement, and disclose it only to personnel or contractors who need access and are bound by appropriate confidentiality duties. Each party remains responsible for its permitted recipients. These obligations continue after termination; trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

Confidential information excludes information demonstrably public without breach, already lawfully known, independently developed, or lawfully received without confidentiality restrictions. Legally compelled disclosure is permitted with advance notice where lawful and reasonable assistance in seeking protection.

We use appropriately limited access and reasonable safeguards. Client remains responsible for deciding what data and systems we may access. Where the engagement requires processing regulated personal data, the parties must agree any legally required data processing terms before that processing begins. No provision guarantees absolute security or replaces applicable privacy obligations.

9. Professional standard and exclusions

We will perform services with reasonable professional skill and care. For a substantiated breach of this standard, we will first have a reasonable opportunity to reperform or correct the affected services. If correction is not reasonably feasible, an appropriate refund of fees attributable to the deficient services will be considered, without limiting remedies that cannot lawfully be excluded.

To the fullest extent permitted by law, we disclaim other express or implied warranties, including merchantability, fitness for a particular purpose, and uninterrupted or error-free operation. We do not guarantee collection rates, revenue, cost savings, processor approval, regulatory certification, or compatibility with future third party changes. Services are engineering services, not legal, tax, accounting, or regulatory advice. Third party services, outages, and policy changes are outside our control.

10. Limitation of liability

To the fullest extent permitted by applicable law, neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, revenue, business opportunities, or consequential data loss, arising from the engagement, even if advised of their possibility.

Provider's aggregate liability arising out of or relating to the engagement, under any legal theory, will not exceed the fees actually paid to Provider for the service giving rise to the claim. The exclusions and cap do not apply to fraud, willful misconduct, gross negligence, or liabilities that cannot lawfully be excluded or limited. Client's obligation to pay properly due fees is not reduced by these limitations. These allocations reflect the agreed fees and risks of the engagement.

11. Client indemnity

To the extent permitted by law, Client will defend and indemnify Provider against third party claims, damages, and reasonable legal costs arising from Client-supplied materials infringing third party rights, Client's unlawful use of the deliverables, or Client's instructions violating applicable law. This obligation does not apply to the extent a claim results from Provider's breach, negligence, or misconduct.

Provider must give prompt notice of the claim, reasonably cooperate at Client's expense, and allow Client to control the defence with qualified counsel. Client may not settle in a manner admitting fault by Provider or imposing nonmonetary obligations on Provider without Provider's prior written consent, not to be unreasonably withheld.

12. Suspension and termination

Either party may terminate for a material breach not cured within 10 business days after written notice describing the breach. Provider may immediately suspend access or work to address a credible security risk, unlawful instruction, or unauthorized system access, and will notify Client as soon as reasonably practicable. We may suspend affected work after written notice of an overdue or reversed payment.

On termination, Client must pay for authorized services performed and approved, noncancelable commitments incurred up to termination, without double recovery. Any prepaid amount exceeding sums properly earned or retainable under the agreed cancellation terms will be refunded where required by this Agreement or law. Paid deliverables will be supplied subject to the intellectual property terms. Payment, intellectual property, confidentiality, liability, dispute, and other provisions intended to survive remain effective.

13. Events beyond reasonable control

Neither party is responsible for delay or failure caused by events beyond its reasonable control, including natural disasters, widespread infrastructure outages, or government restrictions, provided it promptly notifies the other and takes reasonable steps to mitigate the impact. This does not excuse payment for completed services or override mandatory refund rights. If the event materially prevents performance, the parties will discuss a revised schedule or orderly termination and settlement of earned and unearned fees.

14. Governing law and dispute resolution

California law governs this Agreement, excluding its conflict of laws rules. The parties will first attempt in good faith to resolve a dispute through written notice and discussion. Unless urgent relief is needed or a legal deadline would be affected, they will allow 30 days for that process.

Subject to nonwaivable rights and jurisdiction requirements, the state and federal courts located in San Francisco County, California have exclusive jurisdiction over unresolved disputes. This provision does not restrict a consumer's mandatory protections or right to bring proceedings in a forum required by applicable law.

15. Notices and independent relationship

Send contractual notices, cancellation requests, and billing concerns to okahsystem@okahsystems.com. We may send notices to the email Client provides at checkout or in the SOW. Client must keep that address current. Notices are effective on receipt; an automated receipt does not itself confirm acceptance of a scope change.

Provider is an independent contractor, not Client's employee, partner, agent, or fiduciary. We may use qualified subcontractors while remaining responsible for our contractual obligations. Neither party may bind the other without express written authorization.

16. Entire agreement and mandatory rights

This Agreement, the purchased service description, and any accepted SOW constitute the entire agreement for the engagement and supersede prior discussions about that scope. Changes to an existing engagement require mutual written acceptance. Publishing a new Agreement version does not retroactively change a version already accepted for a purchase.

A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited to the extent necessary and the remaining provisions remain effective. Nothing excludes rights or remedies that applicable law prohibits the parties from waiving. Electronic signatures and counterparts are effective to the extent permitted by law.